Your Directors have pleasure of presenting the 33^rd Annual
Report of the Company together with Audited Financial
Statements for the financial year ended 31^st March, 2024.
FINANCIAL RESULTS

The financial results for the year ended 31^st March, 2024
are summarized below:

(Rs. In lacs)

PERFORMANCE AND FINANCIAL POSITION OF COMPANY

The Gross Revenue from the Operations of the company
during FY 2023-24 was Rs. 2304.45 lacs against Rs 2624.70
lacs in the year 2022-23. The Net Profit for the year 2023-24
was Rs.6.24 Lacs against Rs 6.43 Lacs in previous year.

The Company's inherent strengths of its people, brand image,
its operating efficiencies and the robustness of its plantation
efforts have combined to give it the ability to withstand the
strongest economic growth. .We have taken cash flow, capital
expenditure and overhead control Measures to smoothly
manage our operations. The company is also succeed in
attaining nearly to the level of the net profit in last year.

RESERVES

The Board of Directors have decided to retain the entire
amount of profit for FY 2023-24‘ in the profit and loss account
and not to transfer any amount to the reserves for the year
under review.

DIVIDEND

The Board of Directors did not recommend any Dividend for
the year under review.

PUBLIC DEPOSITS

Your Company has not accepted any Deposits within the
meaning of Section 73 of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014.

The company does not meet the criteria of Section 135 of
Companies Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014, as the company is
not required to constitute Corporate Social Responsibility
Committee.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act, read
with Companies (Management & Administration) Rules,
2014,the draft annual return in the prescribed form is
available on the website of the Company at http://
www.polyconltd.com/annual-return-2

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO

A. CONSERVATION OF ENERGY

(i) The steps taken or impact on conservation of energy
:-Polycon International Limited is committed to follow
high standards of environmental protection and
provisions of a safe and healthy work place for
workers, customers and other stakeholders. The
Company reduced the consumption of fuel as much
as possible to reduce the Carbon Foot Print.

(ii) The steps taken by the company for utilizing, alternate
source of energy:-Your company is striving
continuously to conserve energy by adopting
innovative measures to reduce wastage and optimize
consumption. The manufacturing units of the company
are well planned and adequately equipped for ensuring
optimum energy utilization. Positive impact of measures
already taken has been observed on the costs.

(iii) The capital investment as energy conservation
equipment:- NA

B. TECHNOLOGY ABSORPTION

(i) The efforts made towards technology absorption:-
Your company is committed to providing consumers
with high quality products. The technology that is
being used by your company is eco-friendly that
conserves the environment. All the units of the
company are well furnished with suitable equipments
and self-sufficient in the matter of manufacturing
process and focus is to stay aligned with the best and
continuously increase efficiency. We proactively and
continuously invest in developing technology which
adds value to our business.

(ii) The benefits derived like Product improvement, Cost
reduction, Product development or import substitution:-

Sustained delivery has ensured that your company's
products are trusted by consumers. During the year
your company continued its focus on driving the quality
culture and total productivity management across the
factories.

(iii) In case of import technology (Imported during the last
three years reckoned from the beginning of the Financial
year) :- NA

C. FOREIGN EXCHANGE EARNINGS & OUTGO

The Foreign Exchange Earnings -Rs NIL /-and Outgo
Rs NIL.

AUDITORS AND AUDITORS’ REPORT

A. STATUTORY AUDITORS AND THEIR REPORT

M/s S R Goyal & Co. Chartered Accountants (Firm Reg.

No. 001537C) Jaipur were appointed in 32^nd Annual
General Meeting as Statutory auditor to hold office till the
conclusion of the 34^th Annual General Meeting of the
Company.

There is no reservation, qualification or adverse remark
contained in the Statutory Auditors' Report attached to
Balance Sheet as at 31st March, 2024. Information
referred in Auditors' Report are self-explanatory and do
not require any further comments.

B. SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
company has appointed BK Sharma & Associates, Company
Secretaries to undertake audit of secretarial and other related
records of the Company.

The Secretarial Audit Report is annexed herewith as
“Annexure-I”. The Secretarial Audit Report does not contain
any qualification, reservation or adverse remark. Information
referred in Secretarial Auditor Report are self-explanatory
and do not require any further comments.

C. COST AUDITOR

Cost Audit is not applicable to the company as per the
Companies (Cost Records and Audit Rules, 2014) as
amended from time to time.

D. INTERNALAUDITOR

Pursuant to Section 138 of the Companies Act, 2013, the
Board of Directors has Re-appointed to Mr. Durga Prasad
Sharma Internal Auditor of the Company for the financial
year 2024-25 in its meeting held on 30^th May, 2024.

Mr Durga Prasad Sharma submitted Internal Audit Report for
the current year to the Board. No observations were made
during the Internal Audit for the Financial Year 2023-24.

AUDIT COMMITTEE

The Audit Committee comprises Mr. Kamal Kumar Bordia
(Chairman), Mr. Adarsh Singhania and Mr.RajivBaid in line with
the requirements of Section 177 of the Companies Act, 2013.
The Board has accepted the recommendations made by the
Audit Committee from time to time. Four Meetings of Audit
Committee were held during the year.

INTERNAL FINANCIAL CONTROLS

The Company has well defined mechanisms in place to
establish and maintain adequate internal controls over all
operational and financial functions considering the nature,
size and complexity of its business.

The Company maintains adequate internal control systems
that provide, among other things, reasonable assurance of
recording the transactions of its operations in all material
respects and of providing protection against significant misuse
or loss of Company assets.

DISCLOSURE AS PER SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

The Company has in place a Policy for Prevention of Sexual
Harassment at Workplace as per requirement of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. Internal Complaint Committee has
been set up to redress the complaints received regarding
sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. No
Complaint has been received during the year ended 31^st
March, 2024 in this regard.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors meet Nine times during the financial
year 2023-24 on 8^th April,2023 , 13^th April 2023, 30^thMay
2023,21^st July 2023, 14^thAugust 2023, 17^th August ,2023,2^nd
November 2023, 14^th November 2023 and 14^th February,
2024.Frequency and quorum at these meetings were in
conformity with the provisions of the Companies Act, 2013
.The intervening gap between the meetings was within the
period prescribed under the Companies Act, 2013.

In compliance of section 149 of the Companies Act, 2013 and
the provisions of Listing Regulation , a separate meeting of
Independent Director was held on 14^th Feburary,2024. All
four independent directors were present in the Meeting.

The names and categories of the Directors on the Board, their
attendance at Board meetings during the year and at last
Annual General Meeting, as also the number of Directorships
and Committee memberships held by them in other Companies
are shown as under:-

COMMITTEES OF THE BOARD

Currently, the Board has Three committees : the Audit Committee, Nomination and Remuneration Committee & Stakeholders
Relationship Committee.

The composition of the committees and compliances, as per the applicable provisions of the Act and Rules, are as follows :

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013,
the Board has carried out an Annual performance
evaluation of its own performance, the directors
individually as well as the evaluation of the working of its
Audit Committee and Nomination & Remuneration
Committee.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report of the
financial condition and results of operations of the Company

for the year under review as required under SEBI (Listing
Obligation and Disclosure Requirements) Regulations is given
as Annexure-IV forming part of this Annual Report.

RISK MANAGEMENT

The Company has framed and implemented a Risk
Management Policy to identify the various business risks.
This framework seeks to create transparency, minimize
adverse impact on the business objectives and enhance the
Company's competitive advantage. The risk management
policy defines the risk management approach across the

enterprise at various levels including documentation and
reporting.

CORPORATE GOVERNANCE

Pursuant to regulation 15(2) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 the Compliance
of Corporate Governance is not mandatory for Companies
having paid up equity share capital not exceeding Rs. 10 crore
and Net Worth not exceeding Rs. 25 Crore, as on the last day
of the previous financial year.

As such our Company falls in the ambit of aforesaid exemption;
consequently Corporate Governance Report does not forms
part of the Annual Report for the Financial Year 2023-24.
However, the Company is following industry's best Corporate
Governance Standards.

LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

No loans, guarantee or Investments made by the company
under Section 186 of the Companies Act, 2013 during the year.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial
position of the Company occurred between the end of the
financial year to which these financial statements relate and
the date of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the
regulators or courts or tribunals impacting the going concern
status and company's operations in future.

SHARE CAPITAL

During the year under review, there was no change in share
capital in the Company.

HUMAN RESOURCES DEVELOPMENT/TRAINING

The Company has set a new goal to be one of the most
innovative, best performing and trusted company. The Company
has also defined a new set of expectations to realize this goal-
courage, Accountability, Development and Teamwork. The new
expectations alongside the values will be the foundation of the
culture it wants to establish.

Company believes that Employees are its main strength.
Accordingly your Company places people in the heart of its
business strategy. Company is attracting and retaining the best
people, creating a culture and environment where people are
able to deliver their best and they are recognized and
encouraged.

The Company continuously works to nurture this environment
to keep its employees highly motivated, result oriented and
adaptable to changing business environment. Our company's
value proposition is based on providing value to our customer,
through innovation and by consistently improving efficiency at
all levels.

The Company upholds the culture of trust and mutual respect
in all its employees' relations endeavors. The company has
ensured that there is sustained communication and engagement

with workforce through various forums. Company's human
resources are mobilized to strengthen the company internally
and to face future challenges. Our company is providing a
“state of art” working environment to the employees with a
view to optimize their performance.

EMPLOYMENT PROFILE & INDUSTRIAL RELATIONS

As on 31^st March, 2024, the Company employed a total of 96
employees of which 16 were Officers and 80 belongs to
non-executive cadre.

The Company believes in building teams across the business
and functions with the aim to share knowledge and
experience. Cross functional teams work with clear
objectives to solve the issues and create value for the
company. The company fosters open dialogue among the
employees with the brief that the people, who communicate
continuously and openly, build trust and mutual respect.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company as at March 31,2024 consists of
seven Directors, out of which four are Independent
Directors, one is Non-executive Non -Independent Director
and two are Whole-time Directors.

As at the end of FY 2024, Rajiv Baid -Chairman & Managing
Director , Varun Baid-Executive Director, Gajanand Gupta -
Chief Financial Officer & Company Secretary are the KMP
as per the provisions of the Act and rules made there under.

In terms of provisions of the Companies Act, 2013 and the
articles of association of the company, Mr. Prashant Singh
Vohra, retires by rotation at the ensuing Annual General
Meeting and being eligible offer himself for re-appointment.

Pursuant to SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015, and Secretarial Standard-
2 issued by the Institute of Company Secretaries of India,
the required information about the director proposed to be
re-appointed are given in Notes to the Notice.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given a declaration that
they meet the criteria of independence as laid down under
section 149 of the Act and Regulation 16 of Listing
Regulations which have been relied upon by the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism / Whistle
Blower Policy to deal with instances of fraud and
mismanagement, if any. The Policy has a systematic
mechanism for directors and employees to report concerns
about unethical behaviour, actual or suspected fraud or
violation of the Company's Code of Conduct or policy.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES :

All related party transactions that were entered into during
the financial year were on arm's length basis, in the ordinary
course of business and were in compliance with the
applicable provisions of the Act. There are no material
significant related party transactions made by the Company

with Promoters, Directors, Key Managerial Personnel or other
designated persons and their relatives which may have a
potential conflict with the interest of the Company at large.
Particulars of contracts or arrangements with related parties
referred to Section 188(1) of the Act, in the prescribed form
AOC-2 is annexed herewith as Annexure II.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to requirement under section 134(3)(c) of the
Companies Act, 2013 and in respect of the annual accounts
for the period under review your Directors hereby confirm
that :-

(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed and no
material departures have been made from the same;

(b) Directors of the company selected such accounting
policies and applied them consistently and made
judgment and estimates that are reasonable and prudent
so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and the
Profit & Loss Account for the period under review;

(c) They have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities;

(d) They have prepared the annual accounts on a “going
concern basis”;

(e) The directors had laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and were operating
effectively.

(f) The directors had devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively;

General Disclosures

Your Directors state that no disclosure or reporting is required
in respect of the details of application made or any proceeding

pending under the Insolvency and Bankruptcy Code,2016(31
of 2016) during the year along with their status as at the end
of the financial year , as there were no transactions on the
said items during the year under review.

LISTING OF SECURITIES

At present the equity shares of the Company are listed with
the BSE Limited and the Listing fee for the year 2023-24 has
been duly paid. Scrip Code of the Company is 531397.
DEPOSITORY SYSTEM

The Company has established the required connectivity with
both the NSDL & CDSL through its Registrar and Share
Transfer Agent Link Intime India Pvt. Ltd., Delhi for both physical
and Demat Segments. The ISIN No. allotted to the Company is
INE262C01014.

Equity Shares of the Company can be held in electronic form
with any depository participant (DP) with whom the members/
Investors have their depository account.

NOMINATION AND REMUNERATION POLICY
The Board has, on the recommendation of the Nomination &
Remuneration Committee framed a policy for selection and
appointment of the Directors, the senior management and
their remuneration.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read
with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are
attached as Annexure-III

ACKNOWLEDGEMENT

Your Directors would like to take on record its appreciation
for the co-operation and support extended by the Company's
Bankers, Financial Institutions, its Employees, Shareholders,
Business Associates and all other stakeholders.

For and on behalf of the Board

Place : Jaipur RAJIV BAID

Date : 30.05.2024 CHAIRMAN & MANAGING

DIRECTOR